VANCOUVER, BRITISH COLUMBIA — 05/11/10 — First Point Minerals Corp. (TSX VENTURE: FPX) (“First Point” or the “Company”) announces that its Board of Directors has unanimously adopted a Shareholder Rights Plan (the “Plan”), subject to regulatory acceptance and to shareholder approval to be obtained on or before October 28, 2010. Such approval will be sought at the annual meeting of the Company’s shareholders, to be held on June 24, 2010.
Thomas Beattie, Chairman of First Point’s Corporate Governance Committee, noted that the Plan is consistent with First Point’s objective of enhancing value for all shareholders in the event of an unsolicited take-over bid for First Point. “The Plan is intended to give the Board of Directors and the shareholders of First Point a reasonable amount of time to fully consider a bid if one is made and to protect the shareholders from unfair, abusive or coercive take-over strategies,” Mr. Beattie stated.
By virtue of the Plan’s implementation, anyone seeking to obtain control of First Point will be encouraged to negotiate with the Board of Directors prior to attempting a take-over, or to proceed by way of a “Permitted Bid”. Under the Plan, a Permitted Bid must be open for acceptance for 60 days during the balance of the term of the Plan.
Under the Plan, First Point has issued one Right for no consideration in respect of each outstanding common share of First Point to all holders of record of common shares as at 12:01 a.m. (Vancouver time) April 28, 2010. Hereafter, each common share issued by First Point during the term of the Plan will have one Right attached to it. The Rights will trade together with the common shares of First Point and will be represented by the certificates representing the common shares of First Point. The term of the Plan is five years unless the rights are earlier redeemed or exchanged.
The Rights are attached to the common shares and cannot be exercised until ten trading days after a triggering event has taken place. A triggering event is one of the following: (i) an Acquiring Person, as defined in the Plan, acquires 20% or more of the common shares of First Point; or (ii) an Acquiring Person announces the intention to make a take-over bid that would result in the person owning 20% or more of the outstanding common shares of First Point. Upon such a triggering event occurring, each Right would separate from the common share and thereafter entitle each holder other than the Acquiring Person to purchase common shares at a 50% discount to the market price.
The Rights will not be separated from the shares if the Acquiring Person makes a Permitted Bid, defined in the Plan to mean a bid made pursuant to a take-over bid circular to all shareholders of First Point, which has a minimum deposit period of 60 days and pursuant to which not less than 50% of the common shares, other than those held by the Acquiring Person, are deposited and not withdrawn. The Permitted Bid concept is intended to provide protection to First Point and its shareholders while permitting shareholder democracy to operate by extending the time for deposit to ensure due consideration of the bid and allowing the bid to proceed if a majority of the shareholders tender their shares.
First Point is not aware of any pending or threatened take-over bid for First Point.
First Point Minerals Corp. is a Canadian base and precious metal exploration company.
On behalf of First Point Minerals Corp.
Peter Bradshaw, Ph.D., P.Eng., President & CEO
Statements in this release that are forward-looking statements are subject to various risks and uncertainties concerning the specific factors disclosed under the heading “Risk Factors” in the Company’s periodic filings with Canadian securities regulators. Such information contained herein represents management’s best judgment as of the date hereof based on information currently available. The Company does not assume the obligation to update any forward-looking statements.
Neither the TSX Venture Exchange nor its Regulation Services Provider accepts responsibility for the adequacy or accuracy of this release.
